Alien Quest
by ninjafan101
Summary: Ben accidentally finds a device that turns the aliens human and discovers a new side to his 'other sides'. Many of Ben's enemies team up to take over the planet and eliminate him. Now, it's up to Ben and his new friends to save Earth and themselves
1. The Adventure Begins

**Alien Quest: Chapter 1**

**What if the aliens in the Omnitrix were turned human? Watch how Ben, Gwen and their newest human allies come together to stop three evil forces from taking over Earth. Expect new friendships, romance, comedy, action and suspense! **

A young ten year old boy was looking out the window of his grandfather's RV. His emerald green eyes were full of boredom. They drifted down to the green watch like device on his wrist. It was called the Omnitrix. He had found it at the beginning of summer. It was a special device that allowed him to transform into any alien whose DNA was logged into it. So far, he had nineteen aliens in it, but it was capable of containing up to ten thousand. But, right now, he had no reason to use them. It was the first boring day he's had all summer.

"Aw man..." he mumbled.

"Bored Ben?" someone asked from behind him. Ben turned around and met a pair of eyes the same color as his.

"Gwen, what do you want?" he asked in a bored tone.

"We're stopping to get some food from the store. Seeing as you're bored to all heck, why don't you come with us?" Gwen offered.

"I guess so...it's better than sitting here doing nothing." Ben replied.

"Then let's go, doofus." the red haired girl said.

"Hey! You'd better watch it, Gwen!" the brunette boy shouted after her as she ran, laughing all the while.

"I'm gonna kill you!" Ben shouted again. She slammed the door to the RV and locked it, keeping him inside.

"Dammit! I'll get you for this!" he said.

"Maybe someday." Gwen replied, enraging Ben further.

"Fine! But expect a nasty surprise when you get back." he said.

"Whatever." she said nonchalantly. She left with their grandfather to go shopping. Ben sat on the floor and stared up at the ceiling.

"It's no fair. I'm bored as all hell, and she used that to just make me mad. She can be such a dweeb sometimes." he mumbled to himself. Then, he noticed a large objects sitting on a high shelf.

"What is that?" he asked no one. He grabbed a chair from the table and used it to climb up. He took the device from it's perch and looked at it. It was an old computer monitor and keyboard, with a weird claw-like appendage connected to it where the mouse should have been.

"This thing is weird. Let's turn it on and see what happens." Ben said to himself. He pressed the button on the bottom of the monitor and turned it on. The screen changed to a dark green color.

"SEARCHING FOR DEVICE...OMNITRIX DETECTED! BEGIN DNA EXTRACTION PROCESS!" the computer beeped. The claw latched onto the green watch-like device on his wrist.

"H-Hey! Get off the Omnitrix you psycho machine!" Ben shouted. He shook his arm up and down furiously to detach the claw, but to no avail. Then, several images appeared on the screen. He recognized them as the aliens inside the Omnitrix.

"What is going on! Get off!" he shouted. The claw seemed to obey, as it detached itself from the watch. Ben quickly pushed a button on the watch and the face lifted up. The screen opened up, showing a green glowing plate. Normally, a black outlined image would appear of an alien he wished to transform into, but now none of them showed up.

"Hey, where did the aliens go? Wait a minute...they went into the monitor!" Ben exclaimed. He looked onto the screen and saw the images of his aliens on the desktop.

"This is so not good." he groaned. He touched the image of Heatblast, a flame using alien. Then, the image glowed and disappeared off the screen.

"What the-!" he said, surprised. Then, the monitor glowed a bright green color and beeped.

"DNA CONFIGURATION BEGIN." it said. Then, a bright flash of light blinded Ben. A strong burst of energy through him against the wall. He screamed as a wave of pain flew through his body. He fell to the floor and coughed a little bit. When he looked up, he saw something he never would've expected. A young boy, about his age, was unconscious by the computer monitor. He had spiky red hair with yellow highlights. His skin was a tanned color. He wore an outfit similar to Ben's.

"Who is that?" Ben asked. He crawled over and gently shook the boy on the shoulder.

"Hey, wake up." he said. The boy moaned slightly in his sleep and rolled over.

"Aw man, this isn't gonna be easy." the brunette said. Then, the machine beeped again.

"Now what do you want?" Ben shouted. Then, the symbols for XLR8, an alien that can run at sonic speeds, and Diamondhead, a crystalline alien capable of firing diamond shards from his body, disappeared off the screen. The monitor started glowing again.

"Uh oh." he muttered. He jumped behind the counter and heard the energy being released. He looked over his hiding place and saw two new arrivals. One was a girl with long teal blue hair. Her tips were dyed black. Her skin was light and soft. The second was a young boy. He had bright green hair and his skin was very smooth. It seemed to glisten in the sunlight.

"Dammit, what now?" the young Tennyson boy asked, about ready to tear his hair out. Then, Gwen opened the door.

"Sorry, I forgot-WHAT THE HELL?" she shouted in shock.

"Gwen! I-I can explain...oh who am I kidding? No I can't. HELP ME!" Ben shouted in desperation. She laughed a little seeing her cousin act completely helpless.

"Okay, now, calm down and tell me exactly what you screwed up with." she said in as serious a tone as she could muster at the moment. Ben explained everything that happened, starting from when he found the monitor on the shelf. Then, she noticed the machine glowing again.

"Um, Ben? You said that the monitor glowed when it was about to release energy, right?" she asked.

"I just said that." he replied.

"Well then RUN!" she shouted. He saw the monitor and jumped behind the counter again, this time with his cousin right next to him. The energy released at that moment almost threw them out the window. The two young Tennyson kids were forced against the wall, being blown back by the massive energy wave that was just released.

"Ow..." Ben muttered, rubbing his sore arm. Gwen looked over the counter and gasped. The three kids lying on the ground before were now on the other side of the room. But now, three new kids were in their place. The first newcomer had dark orange hair. His skin was a dark tan color, making him look like he was from the tropics. The second was another young boy with light silver, almost white, hair. He seemed shorter than the others. His skin was a pale white color, similar to the green haired boy from before. The last kid was yet another boy. He had sea-green hair and seemed fairly muscular. His skin was a dark peach color, showing that he seemed to be out in the sun a lot.

"Where are these kids coming from?" Gwen asked. Ben walked over to the monitor.

"After that last burst, it must need to recharge." he said, examining it.

"Well, we should look after these six new guys." Gwen said. They took the six kids to their room and lied them down in a comfortable position. Being somewhat trained in medical procedures, Gwen took their temperatures and checked for any injuries, both external and internal. After that was done, the two kids made sure they got their sleep, so they closed the door to the room.

"Now, what do we do with this?" Ben asked, holding the monitor.

"We need to hide it. If what you told me is true, then your aliens are still in that thing." she said. They looked into the screen and saw thirteen alien icons on the desktop.

"Um, Ben? You had nineteen aliens, so why are their only thirteen on the screen?" Gwen asked.

"I dunno. Wait a minute...you don't think that..." he started.

"Oh...My...God..." she replied.

"Those kids are the aliens!" they exclaimed at their sudden realization. Then, they heard knocking at their door.

"Who is it?" Ben asked, hoping it wasn't who he thought it was.

"Ben, Gwen? It's Grandpa Max. Open up." their grandfather replied. Both kids cursed under their breath.

"Gwen, go answer the door. I'll stay with the others in our room." he said to his cousin. She opened the door as Ben went inside with the others.

"Hi Grandpa!" Gwen said cheerfully.

"Hello Gwen. Well, you sure seem chipper today. I was wondering what was taking you so long." Max replied.

"Oh, well, I had to search for it, so it took me awhile." she said.

"Okay, but you should be a bit more responsible and make sure you clean up after yourself." he said. She pretended to look disappointed and nodded.

"Okay, Grandpa." she said. He put the groceries on the counter and looked around.

"Hey, where's Ben?" he asked.

"Oh, he's in his room. He told me not to go in, since he's doing God knows what in there." she said.

"I'm just gonna check on him." Max said.

"Oh no! There's no need for that! Ben has the watch, remember? He can handle himself." the young girl said. Max began to grow suspicious.

"Okay, what are you two hiding?" he asked.

"We're not hiding anything, don't be silly." Gwen replied as seriously as she could. Max, however, didn't buy it. He opened Ben's door...but found the young boy just changing his clothes.

"Ah! Grandpa, didn't your mother teach you to knock?" he protested, covering his topless torso with his shirt.

"Oh, um, sorry Ben. Guess I'll leave you to your business." the older man replied, still a little concerned. He walked out of the room.

"How did you? Where did they? What did you?" Gwen tried to ask her questions but she was too shocked to see Ben actually use his brain.

"I don't even know how it happened, but I just tapped them on the shoulder like so and they disappeared." the boy replied. He waved his arm in the air, and suddenly the red haired boy became visible. Gwen's jaw dropped. Ben made the others reappear as well.

"Do you have any idea how I got the power to do this?" he asked her.

"Well, maybe since the Omnitrix is woven into your DNA, you have the powers of the aliens as long as they're not in the watch. That intangibility power must come from Ghostfreak." she replied.

"So, I have the powers of all the heroes and I don't even have to _go _hero? That is awesome!" Ben said happily.

"I see. The energy bursts from the monitor must've allowed you to absorb the alien's powers." Max said, walking into the room. He had spotted the monitor and decided to indirectly get the truth from the two.

"That's gotta be it! Thanks Grandpa! Oh wait a minute..." Both Tennyson children looked up with fear at their grandfather.

"Um...um...um...um...we can explain, you see..." Gwen started.

"I'm sorry! I didn't know what happened! The stupid thing hooked up to the watch, I tried to get it off, but it just wouldn't and then the lights and these guys came out of nowhere and the aliens were gone and turned human and I have their powers and I have no idea what the hell I'm doing right now, but I'm sorry and I tried to stop it!" Ben shouted out. Max smiled.

"It's okay. I knew this would happen sooner or later." he said.

"You did?" the two kids asked in unison.

"Yeah, I figured this would happen." he replied.

"Oh great...we went through all that for nothing..." Ben muttered. Max chuckled a little bit as his grandchildren took a seat at the table.

"Now, that monitor Ben found is called the Omni-Conversion Module. It was designed to overpower the Omnitrix in case some evil force, like Vilgax or the Forever Knights, ever got their hands on it. However, a glitch occurred that would turn the aliens human and gave the Omnitrix's owner the powers of the aliens. Unfortunately, we haven't found a cure for it yet." he explained.

"So, the aliens are stuck like this?" Ben asked, looking at the watch.

"Hey, maybe this is actually better for everyone." Gwen said thoughtfully.

"How so?" Max asked.

"Well, the aliens get their own lives to live, Ben gets to still play the hero and we get some new friends. I don't see any negatives in this situation." she explained.

"Ugh...what happened?" someone asked from the other room. The three Tennyson family members looked into the room and saw the red haired boy finally waking up.

"That must be Heatblast..." Gwen whispered.

"Where am I?" Heatblast asked.

"Yo, Heatblast!" Ben said, alerting the red haired teen to their presence.

"Ben? What the hell is going on here?" he asked.

"It's a really long story that we'll explain later after we wake the others up." Gwen said, walking over to the unconscious girl next to him. She gently shook her, but she only sighed in her sleep and rolled over.

"C'mon, get up!" the red haired girl said, but to no avail.

"Here, let me try something." Heatblast said. He took a feather from the pillow and held it under her nose. She wrinkled it and sneezed, effectively waking her up.

"Huh, what? I'm up." she said tiredly. She rubbed her eye to wake up.

"Good work, Alvin." Ben said.

"Alvin?" Max asked.

"Yeah. That's Heatblast's human name. It means 'Noble Friend'" his grandson replied.

"You got that off the web, didn't you?" Gwen asked.

"Why would you think that?" the brunette boy asked innocently. He quickly closed the laptop under the counter and set it back in it's original spot.

"Alvin, huh? I like it." the newly named boy said, nodding in agreement.

"Heatblast? Or should I say Alvin? Oh My God what happened?" the girl asked.

"XLR8, please, calm down." Alvin said.

"XLR8 is a girl?!" Ben asked in complete shock.

"So, Ben, this means that every time you turned into her, you actually became a girl." Gwen said, a sly smile on her face.

"Shut up." he replied.

"It's a long story, but we're okay." Alvin said to her.

"Well, Alvin, you and Amy here are allowed to stay with us for the remainder of the summer." Max said.

"Amy? I wanted to name them..." Ben complained.

"That sounds like a nice name." Amy replied.

"Okay then, Amy it is!" Gwen exclaimed, obviously happy that there was another girl in the RV.

"Now, what about the others?" Alvin asked.

"We'll explain everything when they wake up." Max said.

"Well, I really wanna know, so someone get something to wake these lazy bums up." Amy said, poking one of the boys. The boy she poked actually starting waking up.

"Cool! I woke him up!" she said energetically.

"I can't really blame her for being so full of energy." Gwen said to herself, considering that Amy was XLR8. The boy looked around with his orange eyes.

"Where am I?" he asked.

"You're okay, you're with friends." Ben said.

"Ben! What the hell is going on here?" he asked.

"It's a long story." Alvin said.

"Heatblast? XLR8? Why are we human?" he asked.

"Diamondhead, they told us that they'd tell us when the rest of you woke up." Amy said.

"Well then, I'll just have to wake them up myself." the orange eyed boy said. He looked at the boy sleeping next to him and quickly jabbed him in the stomach.

"OW!" he cried in pain.

"Get your ass up!" Diamondhead said. The orange haired boy groaned in pain as he sat up.

"I think you punched him a little too hard, Danny." Ben said.

"Sorry." Danny replied.

"What the hell was that for?" the orange haired boy asked. The other three aliens-turned-human looked at him like he had three heads.

"What? Did I say something wrong?" he asked.

"Oh my God, Wildmutt is talking!" Amy exclaimed.

"I need to sit down for a minute." Alvin said, going to the table and pulling up a chair.

"It's a miracle!" Danny said. The three Tennysons laughed at their reactions. Then, a small explosion was heard outside.

"What was that?" Max asked. The seven looked out the various windows and saw a teenage girl in a purple robe blasting various buildings. She had long silver hair and purple eyes.

"Charmcaster!" Gwen exclaimed, her voice dipped in venom. She grabbed her spellbook and ran out the door.

"Gwen, wait!" Amy shouted, but it was too late.

"Everett, you stay here and guard these two." Max said, naming the new boy. He nodded in response.

"You can count on me!" he said.

"Wait a minute! With us out of the watch, Ben's powerless and so are we!" Alvin said.

"That's what you think." Ben said, a small flame burning in his hand. He ran out the door to assist his cousin.

"We're going too. We can't stand by and let those two get hurt." Danny said. He, Amy and Alvin left after them. Max sighed to himself.

"Everett, you want to go too, right?" he asked the last boy.

"Yeah, but you already gave me a responsibility." he replied.

"Go ahead. I'll watch these two. You can help the others." Max said with a smile.

"You're the best, Grandpa!" Everett exclaimed. He hugged the older man before rushing out to help his friends.

(Current Day: City Street)

Charmcaster was having too much fun causing this much trouble.

"This is too fun." she said to herself. Then, a blue blast of magical energy knocked her down. She looked at her attacker and grit her teeth.

"Well, well, well. If it isn't Gwen? What a surprise." she said in a sickly sweet tone.

"Shut it, Charmcaster. I'm not here to play. I'm here to stop you!" Gwen said, preparing another spell.

"Are you still using those weakling spells? You've had that book for how long now? Surely you would've tried the more advanced spells by now. You must be too afraid to use them." the spell caster said, grinning evilly. If looks could kill, she would've been dead before she hit the ground. Gwen charged up more energy and flipped a page in her book.

"Are you so sure about that? _Statos Imencia!_" she called. A mass of magical energy took the shape of a giant star and hurdled itself at Charmcaster. The sorceress was taken aback. She was shocked that Gwen had been able to master this spell at only ten years of age. The star made impact, sending her flying to the other end of the street. She emerged from the small crater she made in the wall of a brick building.

"Ugh...I'll admit, you've improved since we last met. But, so have I." she said. She drew out a long staff and fired a large blast of energy from it. Before it hit Gwen, someone used super speed to grab her and bring her away from the blast.

"Gwen, you okay?" Ben asked.

"Ben? When did you get super speed?" Gwen asked.

"The Tennyson boy? I'm surprised he's not in alien form." Charmcaster said. Then, a large fireball was thrown at her from behind. She landed on the ground. Alvin revealed himself from the shadows.

"Who are you?" Charmcaster asked.

"Who me? I'm your worst nightmare." Alvin replied coolly.

"I'll enjoy seeing you twist in the wind." the sorceress said evilly. Then, Amy appeared and used her super speed to create a large funnel of wind around her.

"The feeling's mutual!" she said. As Charmcaster was lifted off the ground, Amy jumped into the air and kicked her into the ground again.

"Alright! They still have their powers!" Gwen exclaimed.

"We figured it out when Amy was able to outrun a jet flying overhead." Danny said, coming over to the two Tennyson children. Charmcaster looked around at her opponents. Everett had joined Alvin and Amy and prepared to attack.

"Six on one, huh That's too much for me. See you later." Charmcaster disappeared in a flash.

"Wuss." Gwen said.

"Are you okay?" Alvin asked.

"Yeah, we're fine." Ben replied.

"Hey, where'd that woman go? She stole something from me!" a man said.

"What'd she steal?" Everett asked him.

"It was an energy core that can power any device. I don't know what she plans on doing with it, but it can't be good." the man replied. The six kids looked at each other concernedly.

(Later: Max's RV)

"I think the Negative 10 are up to something again." Ben said.

"Yeah, but what?" Gwen asked.

"Maybe they needed the energy to power some new machine they built." Amy suggested.

"That just seems to typical. We may need reinforcement." Alvin said.

"You just want the others out in the real world." Everett pointed out.

"Is that a bad thing?" he retorted. Everett thought about it and shook his head.

"You have a good point." he said.

"Wait, what about us?" the silver haired boy asked. He and the other boy had woken up before.

"Grey Matter, or should I say George, you and Ripjaws – I mean Richard – are going to help out as well, so don't worry." Amy said.

"She still isn't getting their names right." Alvin said.

"Well, their names are close to each other!" she replied.

"Whatever." Richard replied, rolling his eyes. He moved his sea green hair out of his face.

"Back to business!" Gwen said, catching their attention.

"Right. We need to find out why Charmcaster stole that energy source." Max said.

"I think I know how, but we're going to need a new person on our team for this plan to work." Alvin said.

"Who is it?" George asked.

"We're going to need Fourarms for this one. He's the only one who can break into the Forever Knight's base." the red haired boy replied.

"So, you want to break into their base and eavesdrop on their plans?" Danny asked.

"That's it in a nutshell." Alvin replied.

"Wow, brilliant plan." Gwen said sarcastically.

"Gwen, shut it before I barbecue your butt." the ten year old replied. He approached the monitor sitting in the corner and turned it on. Finding the right symbol, he press the button and ducked behind the counter.

"Hit the deck!" Everett shouted. The others ducked somewhere as well just before the energy wave was released. When it passed, they looked over and saw a young boy unconscious by the monitor. He had short, ruffled red hair.

"It worked." Danny said.

"Phew, that was close." George said.

"Alright, who's waking him up, cause I sure as heck ain't!" Amy said. Gwen pushed Ben towards the boy while he was distracted, making him land on the boy's stomach. He woke up with a groan.

"Sorry." Ben said.

"Ugh...it's no problem, I'm fine." the boy replied. He looked at Ben with his dark brown, almost black, eyes.

"What the hell!? How did I turn human?" he asked.

"It's a long story." Ben said. They explained the current situation to him and he nodded.

"I get it. Now, it's just the matter of getting to their base, right?" he asked.

"Yeah, Freddy's right. We need to find the safest and sneakiest way inside." Gwen said. Freddy smiled at the name.

"Let's get going!" Amy said. Max took the driver's seat and headed towards the Forever Knight's base, with the nine kids in tow.

**Okay, I'm pretty sure the "Aliens turn human" idea has been used before, but I decided to take a chance with it. I know I rushed some of them, but those seven aliens are imperative to the early plot. If one of your favs (Ghostfreak, Stinkfly, etc.) hasn't been featured yet, don't worry. They'll make an appearance soon. I hope you enjoy and please review! **


	2. Night Raid

**Alien Quest Chap. 2**

(Current Day: Forever Knights Base)

Ben and the others sneaked up to the entrance.

"Okay, we need to find a safe place to break into." Richard said.

"Does anyone have x-ray vision?" Gwen asked.

"I don't think so..." Danny said.

"This is easy. All was have to do is get to the area with the weakest structure and strike it with enough force to break in." George deduced.

"Thank you for not using big words." Alvin said.

"That's easier said than done, though. Where would the weakest structure be located?" Amy asked.

"It would be towards the back of the base on the upper left side of the wall. Considering the surrounding area, it would be the area least affected by weather conditions and harder to be breeched by outside attack. But, if Ben can use Stinkfly's wings to carry Freddy up to the area, then he can break through." the silver haired boy explained.

"Great plan! You really thought that one out." Freddy said.

"But how do the rest of us get up there?" Everett asked.

"Well, you can climb up the side of the wall and carry the others with you. You'll have to make a few trips." George said.

"I can levitate myself and someone else to make it easier on you." Gwen said.

"Damn. It would be a lot easier if I was still in alien form." the orange haired boy replied. Ben summoned Stinkfly's wings and took Freddy to the right spot. He punched a hole in it with his super strength and went inside, with Ben right behind him. Everett took Richard and climbed up the wall with his claws, letting the sea-green haired boy jump into the opening. Gwen levitated herself, George and Amy and helped them get into the hole. Everett helped Alvin and both entered the opening, joining the others.

"Okay, we're in." Gwen said, happy at their success.

"Yeah, and we didn't get caught." Alvin said. Then, several guards appeared, armed with energy swords.

"You just had to open your mouth." Richard said, glaring at the young boy.

"Freeze right there!" one of the guards said. Danny smirked.

"Okay, but you first." he said. Then, diamonds emerged from the ground and surrounded the guards, trapping them.

"Ciao!" Amy said as the group ran off into the base. The siren went of, alerting more guards to their presence.

"Okay, Plan A is out the window." Ben said.

"What was your first clue?" Freddy asked.

"Okay, now we need to take an offensive front and forcibly get what we need. We don't have too much of a choice." George said.

"Right!" the others replied. They quickly ran down the corridors and ran into a group of guards.

"Okay, everyone, get ready!" Ben said. They got ready for battle.

"Halt! Who goes there?" one knight asked.

"Just get out of our way!" Everett shouted.

"Fat chance." the knight replied.

"Okay then, bring it on!" Amy said. Gwen pulled out her spellbook and quickly flipped to a back page.

_"Pyrox Monecium!" _she shouted. A giant fireball was fired from her hand, knocking some of the guards back. Everett jumped over them and started clawing his way through their ranks. Alvin launched fireballs at their enemies, knocking them away. Danny flipped back and slammed his heel into his enemy's chin, knocking him unconscious. He punched two of them in the gut and kicked the right one in the face. George ducked under a blade and punched the knight in the gut, then swiped his leg under their feet, tripping them. He then kicked them, making them slide across the floor. Amy slammed her foot into the knight's back, then spun around another knight and slammed her elbow into his neck. Richard used one knight as a springboard and leaped into the air. He tackled his enemy to the ground and jumped back, avoiding an energy lance. Freddy used his super strength to pound the knights into the wall.

"There's way too many of them!" Alvin said, blasting another knight.

"I know, but we can't give up!" Ben said, avoiding another blow. He rolled forward and jabbed the knight in the gut. Then, the young boy was hit with an electric current. He screamed in pain as he flew across the room.

"Ben, no!" Amy shouted. Gwen took out the radio Max had given her in case they needed help.

"Grandpa, we're fighting a losing battle here. We need help and fast!" she said.

"I have an idea. Expect reinforcements." Max replied before signing out. She decided to trust her grandfather's judgment. Then, she noticed the Omnitrix. A single symbol was shown on the watch's face.

"Ben! You got a new alien! Use it before we lose!" she shouted. Ben nodded and slammed his palm down on the glowing device. In a flash of green light, he transformed. Now, a large dragon-like creature stood in his place. It had a light blue underside and blue scales. Two long arms with claws at the end were coated in the natural armor. He had two large dragon wings and a tail with a light blue fan at the end. Two long flowing whiskers fell from the dragon's face. The Omnitrix symbol was on his chest.

"Awesome!" Alvin said, looking up at the two story dragon.

"A Dragonite?" Amy asked.

"This is too cool!" the dragon said, clenching his claw.

"Ben, pay attention!" Gwen said. He looked down and saw two knights about to fire arrows at him. Everett quickly dispatched them. Ben flew into the air and shot blue fire from his mouth at the knights below. They went flying back.

"Dragoon is an awesome alien!" Ben said, naming the new alien form, his voice much deeper. Then, the others were knocked back by an energy wave. Dragoon looked down and saw a knight in different armor than the rest. He recognized it as the armor of Enoch, a general in the Forever Knights.

"Well, Tennyson, it's been awhile." Enoch said.

"This time when I beat you, stay down!" Dragoon said. He flew towards the knight and prepared to strike, but Enoch had other plans. He drew a large sword and ran under the flying alien. He jabbed the Omnitrix symbol with the hilt of the blade, making Ben change back into himself. He fell to the ground and Enoch held his blade to his throat.

"You've cost me quite a lot of trouble in the past, but it all ends here." he said.

"But...how did you-?" Ben asked.

"Time out the Omnitrix? After fighting against it, you tend to spot a weak point or two." Enoch replied. The Tennyson boy silently cursed his luck.

"Now, time for you to die." Enoch said. He was about to sever Ben's head from his body when a blast of fire knocked the knight back.

"Hands off!" Alvin said, protecting Ben.

"Alvin..." Ben said in disbelief.

"You impudent little wench. You shall pay for your intrusion with your life." Enoch said, drawing his sword.

"Bring it on!" the red haired boy said. Enoch ran forward, ready to ram his blade into Alvin's gut. The others got up and ran over to try and prevent it, but more knights arrived on the scene, capturing them. Alvin closed his eyes and focused on his target. '_Focus on the enemy in front of me. Think of nothing else.' _he thought. Then, Enoch was struck with a giant burst of flames, knocking him through the wall on the far side of the room. Ben got up, holding his wounded arm.

"That was amazing." he said.

"I don't even know how I did it. I just...did." Alvin said, looking at his hand.

"Still, that was pretty sweet." the brown haired boy said.

"Ugh...I'll admit, that was a powerful move. But, there's no hope for you now!" Enoch said. As he charged towards them, someone blasted him from behind with an energy bolt.

"What the? Who was that?" Alvin asked. The two boys looked to their left and were shocked. A young boy was standing there. He had purple eyes and dark silver hair. His skin was pale, and the moonlight shining through the hole on the roof seemed to reflect off of it.

"I'm surprised you don't recognize me. I'll admit, we have had our differences in the past, but now that I'm my own person again, there's no need for bad blood." he said in a deep voice, especially for someone his age.

"No way! You must be...Ghostfreak." Ben said in shock. The silver haired boy nodded in response.

"But why would you so willingly help us? You were trying to kill Ben not too long ago." Alvin said.

"You know that my species retains it's personality in even the smallest part of it's DNA, right? Well, when Ben and Gwen defeated me and restored me to the Omnitrix, my evil persona was eliminated instead of my entire being. So, I'm on your side this time around." he explained.

"Phew, that's a relief." Ben said.

"Um, guys, a little help over here would be appreciated!" Gwen said, knocking away another knight. The others were getting tired, since using their powers required a lot of energy.

"Alvin, Dwayne, we have to help them!" Ben exclaimed.

"Dwayne?" the silver haired boy asked.

"What? I think it fits." he replied.

"Whatever. It's a cool name." Dwayne replied.

"Can we just go kick some ass now?" Alvin asked.

"Right, right." Ben replied.

"Oh, you might need this." Dwayne said. He handed a sword and axe to Ben and Alvin, respectively.

"I guess we use these to fight then." Alvin said, twirling the axe in his hand.

"But what about you, Dwayne?" the Tennyson boy asked. Then, a knight appeared behind him, ready to strike. Dwayne quickly pulled out a bow and fired an arrow, hitting the knight. Ben used the chance and kicked him down.

"That answers that question." Alvin said. Then, Freddy, Danny and Richard flew over their heads, landing behind them. The two girls were knocked against the wall and fell to their knees. Everett and George were both panting heavily, running out of energy.

"Less talking, more ownage!" Ben shouted. The three boys charged forward. Alvin hacked his way through the scores of knights easily using his axe. Dwayne dodged the attacks aimed in his direction and countered with his arrows. Ben noticed that the Omnitrix had recharged. He smirked as he scrolled through the choices. He noticed that Dragoon wasn't the only new alien added to the watch. Now, a new group of ten aliens had appeared.

"I have no idea how this happened, but I'm not complaining." he said. He chose one he thought looked formidable and slammed down on his wrist. In a flash of green light, he transformed. Now, a new creature stood in his place. This one was more humanoid, except with light blue skin. Two blue boots adorned the alien's feet while two white gloves were on it's lower arms. It was obviously female from the...anatomy...of the alien's body. She wore blue and white armor that covered her torso. She wore a blue helmet, which blocked her eyes and had the Omnitrix symbol on it. Two fin-like appendages were in place of her ears. Long, light blue hair flowed from under the helmet. She also wore a powder blue cape, completing the outfit.

"Oh my God, Ben's a girl!" Gwen exclaimed. Then, she raised her fist in the air and created a large torrent of water. She released it, washing away all the remaining knights.

"That's one kick ass girl, though." Danny said. Richard's face was so red, a tomato paled in comparison.

"Looks like when that alien comes out of the Omnitrix, Richard's gonna be lovestruck." Gwen whispered to Amy, who giggled. The alien reverted back into Ben.

"My God, that was weird." he said, still freaked out by his mandatory sex change.

"So, what are you gonna name that one?" Amy asked.

"Hm...how about Neptunia? Like the god Neptune, except with a more feminine spin on it?" Richard suggested.

"Neptunia, huh? I like it!" Ben said.

"I still can't believe you were blushing." Alvin said to the sea-green haired boy.

"So sue me. Neptunia is a native of my home planet, called a Virgician. While my species live in the water, they live on the land Our races had always worked well together, even mating with each other. Besides, and all the guys have to admit this, she is very hot." Richard explained. All the guys nodded without hesitation.

"We can't blame you in that respect." George said.

"Um, don't we have something to get from here?" Everett asked.

"Right, right, let's go." Alvin replied.

"Wait, here. Take these. Max wanted us to take these weapons in case our powers turned off or something." Dwayne said. He gave a lance to Amy, a dagger to Everett, a katana to Danny, brass knuckles to Freddy, a bo staff to Gwen, a javelin to Richard and a giant shuriken to George.

"Now, let's go." he said. As they ran, Ben and Gwen pulled back from the group.

"That boy used to be Ghostfreak, right?" she asked.

"Yeah. He seems to have changed, though. He saved me from a knight during the battle." he replied.

"I don't know. He could be lying to us." she said. Amy, however, overheard their conversation.

"I think he's telling the truth." she said. Both Tennyson children looked at her like she had just asked if they were dating.

"I can tell if a person is lying or not, and he's telling us the truth. Dark Ghostfreak is no more." she said. Both children sighed in relief.

"Okay, then. Let's go." Ben said. They caught up to the rest of the group.

"Now, we need to find the room where the Negative Ten is currently in." George said. Dwayne became intangible and slipped into the wall. He came back out a minute later.

"They're in the next room over. I overheard someone talking." he reported.

"Good work. Alright, let's go." Ben said. The group prepared their weapons outside the door and nodded at each other. The brown haired Tennyson reached down to his watch and scrolled through his new inventory of warriors. He found one he liked and pushed down. In a flash of green light, he had changed. Now, a large spider-like creature stood in his place. It had a yellow abdomen and a black thorax. All eight of it's legs were striated in the aforementioned colors, with yellow feet at the end. Two pincers were on the sides of it's mouth.

"This is an alien? It looks like a regular spider." Gwen asked.

"Are spiders on this planet five feet tall?" Amy asked.

"You have a point." she replied. The spider alien broke down the door and the group stormed in.

"Hold it, bitches!" Alvin shouted.

"We're here to put a stop to your evil plan!" Amy said, preparing her lance.

"Now, prepare to face our power!" Dwayne said. Unfortunately, no one was in the room in the first place.

"Um...what the hell?" Freddy asked. Then, Ben spat a web from his mouth. The web stuck to an invisible person that was coming towards them.

"There!" he said. He rammed into the person, knocking off the invisibility cloak and revealing Dr. Animo.

"It's Animo!" George exclaimed, surprised that Ben knew where he was.

"I guess this alien is able to see things normally invisible to the naked eye." Amy said.

"When did the Tennyson boy get new aliens? No matter. I'll easily defeat you and take the Omnitrix from your cold, dead wrist." he said.

"That's what you think!" Danny shouted. He charged forward with his katana, only to be knocked back by a mutant frog.

"You son of a -" Amy never finished her sentence, as she was knocked aside by the frog's tongue. Dwayne loaded three arrows into his bow and rapidly released them. The frog showed no sign of damage, though.

"How is that possible?" the purple eyed boy asked.

"This frog has titanium scales covering it's body, making it impervious to your weapons." Animo said, grinning evilly. Richard smirked.

"Well, weapons aren't the only thing we have to fight!" he said. He jumped into the air and scratched Animo's face with his claw before the frog knocked him away. Freddy ran forward and slammed his fist into the frog's stomach, knocking it into the wall. Dwayne and Alvin both used their alien powers to attack, knocking the frog through the wall completely.

"Ben, Gwen, you two go ahead and try to find the machine part! We'll handle Animo!" Danny said.

"Are you sure?" Gwen asked.

"Just go!" Amy shouted, reinforcing the point.

"Right. Let's leave it to them, Gwen." Ben said, still in his spider form. His cousin hesitated, but nodded and followed him. The other eight took their battle stances.

"Do you mere children think you can beat me that easily?" Animo asked.

"It's eight on one! Unless you have more of those ugly beasts, there's no way you could win!" Alvin said. Animo smirked.

"It turns out that I have more of my experiments ready for testing." he said evilly. Then, a large wombat and seagull appeared through the wall. They were both mutated, like the frog.

"...Didn't see that coming." the red haired boy said in surprise.

"We need to split up. Take them on two-on-one." Dwayne said. They nodded and split into four groups of two. Alvin and Amy fought against Animo himself, who had donned an exo-suit. Danny and Freddy battled the mutant frog. Dwayne and George fought the seagull. Everett and Richard took on the wombat.

"You won't be able to best me now!" Animo said.

"You're crazy! It's time we sent you back to the insane asylum!" Amy said. Alvin brandished his axe and swung it, creating an arc of fire. Animo evaded it, then ran forward to attack them. Amy stopped his advance with her lance and punched him back. Alvin jumped over her head and kicked him square in the chest. He back flipped next to the blue haired girl.

"Nice move." she complimented. Then, the two were blasted with an energy beam.

"I'm not finished yet!" Animo said. He began firing beams at them rapidly. Amy had no problem dodging them, but Alvin was left defending himself with his axe. Using her lance, she severed Animo's laser cannon from his arm. Twirling the staffed weapon in her hand, she used her speed to knock her opponent into the wall. Then, she threw her lance at the cord connecting the suit to Animo's nervous system. The cord snapped in two as the blade cut through it like a hot knife through butter. Her aim was not perfect, however. A small amount of blood was seen on the blade. Animo's cheek had been cut.

"You little wretch!" he shouted. He charged at Amy, who was too shocked by the blood that she didn't move.

"Amy, get down!" Alvin ordered. He used his axe, covered in fire, as a boomerang and defeated the mad scientist in one strike. He rushed to her aid.

"Alvin...I made him...bleed..." she said, looking at her own hand in terror.

"Yes, but that is something inevitable in battle." Alvin said.

"If my lance had been only a little more to the left, then I would've..." the realization hit her like a brick wall. She began to cry into Alvin's chest. He hugged her tightly.

"It's okay. Just let it all out." he said as her tears fell. He understood her completely. She had almost had her first kill.

(With Danny and Freddy)

"Dammit. I hate frogs." Danny said. He drew his katana and prepared to attack. The frog tried to use it's tongue as a whip, but the mint haired boy jumped over it. He flipped around so that he put his weight onto his blade.

"Take this!" he shouted. He cut off the frog's tongue, making it howl in pain. Freddy took his chance and used his brass knuckles to knock the monster into the air. The giant frog crashed through the roof and landed on the outside of the building, with Danny and Freddy following it.

"Danny, use your diamonds and finish this!" Freddy said. He nodded in reply, growing the crystal over his hand. He spied the frog about to attack. He jumped off the roof of the building and towards the giant monster. Just as it was about to attack the forest, his crystal-endowed hand plunged itself through it's head. The creature gave one last cry of pain before it fell limp. Danny removed his hand from it's skull, covered in blood.

"You okay?" Freddy asked. Danny shook off his shock.

"No...I'm not okay. But I will be."

(With Dwayne and George)

The seagull attacked from the air, making it difficult for the two to get a good hit. Dwayne had already fired seven arrows, and not a single one hit. George threw his shuriken once again, only for the bird to dodge it.

"Dammit! This thing won't stay still!" Dwayne cursed.

"Hm...if one of us can attack while it's focused on the other, we can bring it down." George deduced.

"How do you suppose we do so?" the silver haired boy asked.

"Fire your arrow, then I'll hit it with my shuriken." the light gray haired boy replied. Dwayne did as instructed. The seagull crowed as it moved away from the arrow. George, however, threw his shuriken once more. The metal star scratched the bird's wing, causing it to shriek in pain. The other boy took his chance and fired his arrow into the bird's head.

"His monsters aren't as troublesome as they used to be." he said, wondering why it was so easy to beat them.

(With Richard and Everett)

Everett was thrown into the wall again by the wombat.

"Damn, this thing is strong!" he said.

"Just keep fighting! It'll tire out eventually." Richard said, throwing his javelin once more. The wombat dodged it and rammed the boy into the wall. Everett jumped up and landed on the creature's head. The wombat furiously tried to throw him off, but he clung onto it using it's own fur.

"This thing is a menace to nature! Time to be put to sleep!" he said. Using his claws, he stabbed the wombat's head, making it scream in pain before it fell limp.

"Everett, are you okay?" Richard asked.

"Yeah, I'm okay. I think it preferred it this way." the orange maned boy said, looking at the creature with pity.

"C'mon, we need to go find the others." Richard said. The two quickly left the scene, not wanting to be reminded of the life they were forced to take.

(With Ben and Gwen)

"So, you're going to call this new alien Spindle?" Gwen asked.

"Yeah. It makes sense and it sounds kinda cool." Spindle replied. Then, they heard talking in a nearby room.

"I think we found them." she said.

"Let's take a look." he suggested. The two peered into the room and spotted the Negative Ten, without Animo. The Forever King was holding the machine part Charmcaster had stolen.

"With this, we will finally be able to signal the Darklings and conquer the universe!" he said.

"Darklings? That doesn't sound good." Gwen said. The Forever King put the part into the larger machine and activated it.

"We need to stop them now!" Spindle said. Gwen nodded as the two broke down the door and confronted them. The nine villains in the room glared at them as they got ready to fight.

"So, you followed me back here, huh? Where are those other kids you had with you last time?" Charmcaster asked.

"Right here!" someone said. The eight of them appeared next to Spindle and Gwen.

"You guys beat Animo?" Spindle asked.

"He's unconscious and his little beasts are in a better place now." Dwayne said.

"So, you were able to get past our distraction, but a little too late." the Forever King said. The machine fired a beam into space as a signal.

"Dammit! We're too late..." Alvin said.

"Well, we can still stop these guys from teaming up with the Darklings." Gwen said, preparing her attack.

"You little brats can't hope to defeat us!" Charmcaster said.

"That's what you think!" Amy said.

"There is no need for conflict as of the moment. We will take our leave for now. But, when we face each other again, be prepared to face some of the worst enemies you will ever battle." the Forever King said. In a flash of blinding light, the Negative Ten disappeared.

"They got away..." George said, disheartened.

"We're in trouble." Richard commented. Spindle transformed back into Ben in a flash of red. The young boy had a solemn expression on his face. Gwen put a comforting hand on his shoulder.

(Later: RV)

"I see...so they wanted to make contact with the Darklings, huh? This is not good." Grandpa said.

"Who are the Darklings, Grandpa?" Ben asked.

"They're an alien race bent on destroying all inferior lifeforms. They are capable of transforming into animal creatures from other planets and enhance their natural capabilities. They'd make a fearsome foe." the elderly man explained.

"So, we're in for some tough battles." Everett said.

"Yeah. But, don't forget we have thousands of warriors on Ben's wrist." Gwen said, pointing to the watch on her cousin's wrist.

"The battle will be tough, but we'll just have to be tougher!" Ben said. He clenched his fist and looked into the starry night sky, knowing that his life will never be the same ever again.

**Man, that was action-packed. Yes, there will be death later, but not of any characters from the show. Rather, my own villains will be the ones who die. There will also be a LOT of custom aliens come later chapters. For the three here, I'll put them up here: **

**Dragoon**

Dragoon is a dragon-like alien. He is able to fly and breath fire. His scales are able to deflect blades weapons and he is very sturdy. He is able to take a lot of damage and dish it out too

**Neptunia**

Neptunia is a female humanoid alien. She is hydrokinetic and able to breathe underwater. She is also very speedy and able to dodge many attacks.

**Spindle**

Spindle is a giant spider-like alien. He can spin webs and spit poison. He can also see in the dark and invisible objects. He is slow, yet resilient and able to take many attacks.


End file.
